New Issues Clause Samples

New Issues. In connection with certain public offerings of securities, after a registration statement has been filed, you may be permitted to enter a conditional offer expressing your offer to purchase securities “when and if issued.” You understand that a conditional offer is an offer to purchase public offering securities which

New Issues. 3.1 The Company shall be free to issue, free from any pre-emption rights, any Shares of any class or grant any rights to subscribe for or convert or exchange securities into shares of any class (“New Shares”) to any person (and the Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that the Company may issue such securities): 3.1.1 in connection with the payment in shares of all or part of the consideration for the acquisition of any business or assets by the Company or any Group Company (a “New Acquisition”), but for the avoidance of doubt not in connection with the payment in cash for all or part of the consideration for a New Acquisition; 3.1.2 in order to permit any sellers under a New Acquisition to invest in the Company; 3.1.3 in connection with any investment or incentive scheme in which managers and/or employees of the Group are entitled to participate; 3.1.4 to existing or new lenders to the Group in connection with the raising of debt finance (a “Relevant Transaction”) by any member of the Group from such lender in proportions no greater than USD1 of subscription price of such securities to USD4 of principal amount of such debt finance (the “Agreed Proportion”) and, in the case of a Relevant Transaction, amounts of capital (meaning the aggregate of debt provided by lenders and cash subscribed for equity in accordance with the provisions of this Clause) shall be raised as follows: (a) the Shareholders shall be entitled to subscribe for their proportionate share of the lower of x) 40 per cent of the capital raised; and y) the principal amount of equity proposed to be raised in relation to the Relevant Transaction, in each case in accordance with the other provisions of this Clause 3; (b) any shares offered under (a) but not subscribed by any Shareholders other than the Bison Parties may be offered to new or existing lenders to the Group in relation to the Relevant Transaction; and (c) thereafter, any remaining amounts of capital raised may be in equity or debt, in amounts no greater than the Agreed Proportion; 3.1.5 in accordance with any exchange rights under the Notes; or 3.1.6 in accordance with the provisions of Clause 4.4.10. 3.2 In the event of an issue of New Shares not falling within paragraphs 3.1.1 to 3.1.6 above the Company shall offer for subscription New Shares (at the same cash price per New Share) first to the Shareholders, in the same class, pro rata to the...

New Issues. The parties may at any time during the effective life of this Agreement mutually agree to negotiate regarding issues arising from unforeseen circumstances which affect employees.

New Issues. ‌ 7.1 No Securities shall be allotted or issued following the Effective Time, other than with Permira Investor Consent or pursuant to a Permira Investor Direction. 7.2 Subject to Clause 7.3 and Clause 7.4, on any issue of Securities following the Effective Time other than an Excluded Issue (a New Issue):‌ (a) each Security Holder is entitled, but not obliged, to subscribe for up to such Security Holder’s Pro Rata Portion of Securities comprising the New Issue (the New Securities); and‌ (b) prior to the completion of such New Issue, the issuer(s) of Securities in the proposed New Issue shall notify each relevant Security Holder in writing (the New Issue Notice) of such Security Holder’s entitlement to New Securities pursuant to Clause 7.2(a), specifying the number and class of Securities to which such Security Holder is entitled, the price per class of Security (being subject to Clause 7.3), and the time (being not less than 15 Business Days of delivery of the New Issue Notice) within which the offer, if not accepted by notice in writing (a New Issue Acceptance Notice), will be deemed to be declined (the New Issue Acceptance Deadline).‌ 7.3 The price of any New Issue will be:‌ (a) the market value of such Security (as determined by the Board acting in good faith but in its discretion, with the Securities to be issued to the Permira Investor and the Securities to be issued to the B Shareholders valued on a consistent basis for this purpose); provided that‌ (b) if any Security Holder indicates by notice in writing to the Company that it does not accept the offer of New Securities, or is deemed to have declined the offer pursuant to Clause 7.2(b), it will be determined by the Board as being made at a price not less than the Fair Market Value of such New Security as determined in accordance with Schedule 5, unless the B Shareholders’ Representative confirms in writing to the Company its agreement to the price determined by the Board under Clause 7.3(a). 7.4 The issuer(s) in the proposed New Issue are not required to provide notice to the relevant Security Holders pursuant to Clause 7.2(b) if so directed by the Board (with Permira Investor Consent) in circumstances where the Board reasonably believes that the Group requires funding on an expedited basis, in which case such issuer(s) shall issue the New Securities to any Security Holder as the Board direction (with Permira Investor Consent) shall specify (an Expedited Issue) and, subject to Clause 7.6, any rights of p...

New Issues. A recipient of capital stock issued by the Company shall, upon the request of the Company, become party to and agree to be bound by the terms of this Agreement and shall evidence the same by executing an addendum to this Agreement promptly upon receipt of such capital stock. Upon such execution of an addendum, Exhibit A of this Agreement will be deemed to be amended to reflect such issuance.

New Issues. Provide some or all of the following services with respect to Client’s new Issue(s): 1. Evaluate options or alternatives with respect to the proposed new Issue 2. Review recommendations made by other parties to Client with respect to the new Issue 3. Review financial and other information regarding Client, the proposed Issue and any source of repayment of or security for the Issue 4. Consult with and/or advise Client on actual or potential changes in market place practices, market conditions, regulatory requirements or other matters that may have an impact on Client and its financing plans 5. Assist Client in establishing a plan of financing

New Issues. Except as set forth in Sections 2.2 or 2.3 of this Warrant, nothing in this Warrant entitles Holder to participate in a new issue of securities by the Company, unless this Warrant is exercised.

New Issues. (a) The General Partner, in its sole and absolute discretion, shall have the authority to cause the Partnership to participate from time to time, directly or indirectly, in securities which are part of an initial public distribution. Under current rules adopted by the National Association of Securities Dealers, Inc. (“NASD”), certain persons engaged in the securities, banking or financial services industries (and members of their family) (collectively, “Restricted Persons”) are restricted from participating in initial public offerings of equity securities (“New Issues”), subject to a de minimus exemption (the “De Minimus Limit”). To the extent that Partners who are Restricted Persons own Interests in the Partnership in excess of the De Minimus Limit, in addition to the Partnership’s regular Capital Accounts the General Partner may establish at any brokerage firm one or more special securities trading accounts that is authorized to participate in New Issues (each, a “New Issues Account”). Participation in New Issues Accounts shall be limited to (i) those Partners who are not Restricted Persons and (ii) those Partners who are Restricted Persons but only to the extent that such participation by Restricted Persons does not exceed the De Minimus Limit. To the extent not prohibited by applicable NASD rules, the General Partner shall be entitled to receive its share of profit sharing with respect to any profits arising from New Issues trades. (b) In the event a New Issues Account is established, to effect a transaction in New Issues, the requisite funds will be transferred from the Partnership to the New Issues Account. Securities held in the New Issues Account will be held there until they are eventually sold. Upon the sale of New Issues, the proceeds in the New Issues Account will be transferred back to the Partnership’s regular Capital Accounts. Any profits or losses resulting from securities transactions in the New Issues Account in any Fiscal Period will be credited or debited to the Capital Accounts of Partners participating in the New Issues Account in accordance with their Interests therein. In the event the Partnership establishes one or more New Issues Accounts, the General Partner shall be authorized to make an equitable adjustment to account for the fact that non-restricted Partners were receiving profits based in part on the capital of restricted Partners. Such adjustment may, in the sole and absolute discretion of the General Partner, and to the ext...

New Issues. If the Company shall at any time or from time to time issue any Preference Shares at a conversion price that is less than the Issue Price (the “New Issue Price”), other than on a rights basis to all the Shareholders of the Company, then, the holders of Series F CCPS shall be issued additional Equity Shares at par or at the lowest value permitted under applicable Law as would enable them to maintain their shareholding of the Series F CCPS in accordance with Section 2(a)(iii) of this Annexure (“Anti-Dilution Issuance”) and to such an extent and in such manner as is permitted under applicable Law.